Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes _______ No ___X____
Banco Bradesco S.A.
Banco Mercantil de São Paulo S.A.
Boavista S.A. Distribuidora de Títulos e Valores Mobiliários
Relevant Fact
In compliance with the provision of CVM Instruction 319, of December 3, 1999,
Banco Bradesco S.A. (Bradesco), CNPJ 60.746.948/0001-12, Banco Mercantil de São
Paulo S.A. (Mercantil), CNPJ 61.065.421/0001-95 and Boavista S.A. Distribuidora
de Títulos e Valores Mobiliários (Boavista), CNPJ 33.932.138/0001-88, inform the
market, their stockholders and clients that in Special Stockholders Meetings to
be held on March 31, 2003, the proposal for Boavista incorporation by Mercantil
and subsequently the Incorporation of Stocks of the Mercantil Minority
Stockholders by Bradesco will be voted, in accordance with provisions in
Articles 224, 225, 227, 252 and 264 of Law 6.404/76, as per the Instruments of
Protocol and Justification signed, on this date, by the aforementioned
companies.
The operations, once authorized, will be characterized as follows:
1) a) aim to enable the Mercantil minority stockholders to directly
participate in the Corporate Capital of Bradesco, Mercantil's indirect
controller;
b) aim to promote the corporate reorganization, rationalizing and
consequently reducing operational, administrative and legal costs, as
a result of Boavista being a wholly-owned subsidiary of Bradesco, and
Mercantil being controlled directly by Boavista, converting Mercantil
into a wholly-owned subsidiary of Bradesco;
2) Cost of approximately R$2 million;
3) Effective on March 31, 2003;
4) Based on the balance sheets of the each company as of January 31, 2003, the
following Stockholders' Equity were determined: Mercantil -
R$746,795,105.19; Boavista - R$1,265,739,678.95; and Bradesco
R$10,913,777,925.36;
5) Considering that after acquiring the control of Mercantil in March 2002,
Bradesco made accounting adjustments to Mercantil to adapt the latter to
its practices, which resulted in a reduction to Mercantil's Stockholders'
Equity, the consolidated financial statements of Mercantil and Bradesco at
December 31, 2001, duly audited and published, will be adopted as a basis
for calculating the ratio for the stock exchange and consequent capital
increase of Bradesco. These criteria are more fair and compatible with the
acquisition cost of the controlling interest in Mercantil;
6) The stocks to be issued by Bradesco and attributed to the minority
stockholders of Mercantil shall have the following rights and advantages:
Common - voting rights; Preferred - no voting rights, priority in Corporate
Capital redemption in the event of the Company's liquidation; dividends
and/or interest on own capital 10% (ten percent) higher than those assigned
to common stocks;
7) There will be no capital increase nor issue of new stocks in Mercantil, as
a result of the incorporation of Boavista, with the title to the stocks
held by Boavista in Mercantil's Corporate Capital being transferred to
Bradesco;
8) Given that the book value of Bradesco and Mercantil stocks were
R$0.00678072 and R$0.16236021, respectively, at December 31, 2001, the
ratio of stock exchange on the incorporation of Mercantil's stocks by
Bradesco will be 23.94439086 stocks issued by Bradesco for each of
Mercantil's stock, being 12.06279162 common and 11.88159924 preferred, in
order to maintain the same proportion between common and preferred stocks
currently existing for Bradesco's Corporate Capital;
9) For the purposes provided in Article 264 of law 6.404/76, it should be
noted that, in the event the stock exchange ratio for Mercantil minority
stockholders had been established based on the Stockholders' Equity valued
at market prices for both companies on January 31, 2003, each stock in
Mercantil would be entitled to 11.337177 stocks of Bradesco;
10) Once the operations have been approved;
a) there will be an increase Bradesco's Company Capital by the amount of
R$158,734,686.51 (one hundred fifty eight million, seven hundred
thirty four thousand, six hundred eighty six reais and fifty one
cents), through the issuance of 20,767,712,349 (twenty billion, seven
hundred sixty seven million, seven hundred twelve thousand, three
hundred forty nine) new nominative book-entry stocks, with no par
value, being 10,462,433,059 (ten billion, four hundred sixty two
million, four hundred and thirty three thousand, and fifty nine)
common and 10,305,279,290 (ten billion, three hundred and five
million, two hundred and seventy nine thousand, two hundred and
ninety) preferred stocks, to be attributed to the minority
stockholders of Mercantil in the proportion established in item 8
above, with the consequent amendment of the main provision of Article
6 of Bradesco's Corporate Bylaws, which will read as follows: "Art. 6)
The Company Capital is R$6,258,734,686.51 (six billion, two hundred
fifty eight million, seven hundred thirty four thousand, six hundred
eight six reais and fifty one cents), consisting of 1,515,448,014,186
(one trillion, five hundred fifteen billion, four hundred forty eight
million, fourteen thousand, one hundred eighty six) nominative
book-entry stock, with no par value, of which 763,457,868,465 (seven
hundred sixty three billion, four hundred fifty seven million, eight
hundred sixty eight thousand, four hundred sixty five) are common
stock and 751,990,145,721 (seven hundred fifty one billion, nine
hundred ninety million, one hundred forty five thousand, seven hundred
twenty one) are preferred stock with no voting rights, but with
priority in the redemption of the Company Capital, in the event of the
Company's liquidation and with all the rights and advantages granted
to common stock, as well as dividends ten percent (10%) higher than
those assigned to common stock";
b) Mercantil shall be transformed into a wholly-owned subsidiary of
Bradesco, with its Bylaws amended and subsequently consolidated
highlighting the following alterations: I. Conversion of preferred
stocks into common stocks; II. Dissolution of the Board of Directors;
III. Alteration in the composition of the Board of Executive Officers,
reducing the minimum and maximum number of Officers;
11) The stock fractions issued by Bradesco, as a result of the capital
increase, which are not attributed to the stockholders of Mercantil, shall
be grouped and sold on the São Paulo Stock Market Exchange (Bovespa) at
market price, and the value earned shall be credited to the Capital Reserve
account in Bradesco, to be used for a future capital increase benefiting
all of the stockholders indiscriminately, given the high operational cost
of such distribution and the immaterial value that these leftovers would
represent for each stockholder;
12) There will be no dissent right on the incorporation of Boavista, since
Bradesco is its sole stockholder;
13) Upon the incorporation of the stocks of Mercantil's minority stockholders
by Bradesco, the common and preferred stockholders of Mercantil and the
preferred stockholders of Bradesco, under the terms of Articles 137 and 230
of Law 6.404/76, can exercise their dissent right from the companies, by
means of book value reimbursement of R$116.51772 per lot of one thousand
stocks to the stockholders of Mercantil, and R$7.64334 per lot of one
thousand stocks to the stockholders of Bradesco;
14) The stocks of Bradesco, to be attributed to the stockholders of Mercantil
shall be entitled to the full dividends and/or interest on own capital
declared as from the month in which the Central Bank of Brazil approves the
respective process. They shall also be entitled, in full, to any advantages
attributed to the other stocks as from the month of the aforementioned
approval;
15) The valuations of the Companies' Stockholders' Equity were performed as
follows:
a) the book value, based on the companies' balance sheets as of January 31,
2003, duly audited by KPMG Auditores Independentes;
b) the market value for Bradesco, by Grant Thornton Auditores Independentes
and for Mercantil and Boavista, by BES Investimento do Brasil S.A. -
Investment Bank;
c) the economic value for Mercantil, by BES Investimento do Brasil S.A. -
Investment Bank;
16) The above mentioned companies in charge of the Appraisal Reports declare
that they do not have any relationship or conflict of interest, current or
potential, with the controlling or minority stockholders of Bradesco,
Mercantil and Boavista, or relatively to any other entity part of the
operation, and its respective partners, including the actual operation
object of this Relevant Fact;
17) The operations will be submitted for approval of the Central Bank of
Brazil;
18) The proposals of the Board of Directors and the Board of Executive Officers
of the Companies, the Instruments of Protocol and Justification, the
Mercantil Bylaws project, Bradesco and Mercantil Balance Sheets as of
January 31, 2003, and December 31, 2001, the Appraisal Reports issued by
KPMG Auditores Independentes, Grant Thornton Auditores Independentes and
BES Investimento do Brasil S.A. - Investment Bank, are available(1) to
interested parties at the Company's head office and at Banco Bradesco S.A's
Stocks and Custody Department, Depositary Financial Institution, at Cidade
de Deus, Prédio Amarelo, Vila Yara, Osasco, São Paulo, Brazil.
Osasco, São Paulo, Brazil, March 14, 2003
Banco Bradesco S.A.
Luiz Carlos Trabuco Cappi
Executive Vice President and
Investor Relations Director
www.bradesco.com.br
--------
(1) Documents are also available at Citibank's head office in New York, USA,
Bradesco's ADRs depositary bank (Portuguese version only).
Banco Bradesco S.A.
CNPJ No 60.746.948/0001-12 - NIRE 35.300.027.795
Publicly Held Company
Special Stockholders' Meetings
Publication of Summons
We invite the stockholders of this Company to meet in Extraordinary General
Meeting, to be held on March 31, 2003, at 4:00 p.m., at the head Office at
Cidade de Deus, Vila Yara, Osasco, São Paulo, Brazil, in the "Salão Nobre" on
the 5th floor, Prédio Novo, in order to:
• Ratify the capital increase, determined in the 198th Extraordinary General
Meeting held on January 10, 2003, of R$501,000,000.00, increasing capital
from R$5,599,000,000.00 to R$6,100,000,000.00, by means of subscription of
66,800,000,000 new nominative- book-entry stocks, with no par value, being
33,652,745,021 common and 33,147,254,979 preferred stocks, whose Meeting
minutes were published in the "Diário Oficial do Estado de São Paulo",
"Diário do Comércio" and "Jornal do Commercio", on January 18, 2003, with
the consequent amendment to the main provision of Article 6 of the
Corporate Bylaws.
_______________________________________________________________________
We invite the stockholders of this Company to meet in Special Stockholders'
Meeting, to be held on March 31, 2003, at 4:30 p.m., at the head Office at
Cidade de Deus, Vila Yara, Osasco, São Paulo, Brazil, in the "Salão Nobre" on
the 5th floor, Prédio Novo, in order to:
I. Authenticate the purchase of the controlling interest in Banco Mercantil de
São Paulo S.A., in accordance with the provision in Article 256 of Law
6.404/76;
II. Examine the Board of Directors' proposal to:
1. stock incorporation, by Banco Bradesco, of minority stockholders in
Banco Mercantil de São Paulo S.A. (Mercantil), converting Mercantil
into a wholly-owned subsidiary of this Company, in accordance with the
provision in Article 252 of law 6.404/76, based on:
a) examination and approval of the Instrument of Protocol and
Justification regarding the Incorporation of Stocks of the
Minority Stockholders;
b) Ratification of the companies designated to perform the
assessment and the Appraisal Reports of Mercantil Stocks;
c) increase the Company Capital, by the amount of R$158,734,686.51,
raising it from R$6,100,000,000.00 to R$6,258,734,686.51, through
the issuance of 20,767,712,349 new nominative book-entry stocks,
with no par value, being 10,462,433,059 common and 10,305,279,290
preferred stocks, in the proportion of 23.94439086 Bradesco
stocks for each Mercantil stock, being 12.06279162 common and
11.88159924 preferred stocks, to be attributed to the minority
stockholders of Mercantil, independent of the type of stocks held
in Mercantil, with the consequent amendment of the main provision
of Article 6 of the Corporate Bylaws;
2. increase the Company Capital, by the amount of R$41,265,313.49,
raising it to R$6,300,000,000.00, by means of capitalization of part
of the balance on the "Revenue Reserve - Statutory Reserve from 1996
to 2000" account, without issue of stocks, in accordance with the
first paragraph of article 169 of Law 6.404/76, with the consequent
amendment of the main provision of Article 6 of the Corporate Bylaws.
Documents Available to the Public: the proposals of the Board of Directors of
the Companies, the Instrument of Protocol and Justification, the Balance Sheets
as of December 31, 2001, and January 31, .2003, the Appraisal Reports at book,
market and economic values issued by KPMG Auditores Independentes, Grant
Thornton Auditores Independentes and BES Investimento do Brasil S.A. -
Investment Bank, are available(1) to interested parties at the Company's Stocks
and Custody Department at Cidade de Deus, Prédio Amarelo, Vila Yara, Osasco, São
Paulo, Brazil; and at the Sao Paulo Stock Exchange (Bovespa) at Rua XV de
Novembro, 275, Centro, São Paulo, Brazil.
Osasco, São Paulo, Brazil, March 14, 2003
Lázaro de Mello Brandão
Chairman of the Board of Directors
--------
(1) Documents are also available at Citibank's head office in New York, USA,
Bradesco's ADRs depositary bank (Portuguese version only).
Proposals of the Board of Directors to be submitted to the Stockholders of Banco
Bradesco S.A. (Bradesco), in the Special Stockholders' Meeting of March 31,
2003, regarding stock incorporation of the Minority Stockholders of Banco
Mercantil de São Paulo S.A. (Mercantil) by Bradesco.
With the objective to enable the Mercantil minority stockholders to directly
participate in the Corporate Capital of Bradesco, Mercantil's indirect
controller, and aiming to promote the corporate reorganization, rationalizing
and consequently reducing operational, administrative and legal costs, we
propose the incorporation of the stocks held by the Mercantil minority
stockholders, which will then be its sole stockholder, converting Mercantil into
a wholly-owned subsidiary of Bradesco
The operation for the minority stockholders incorporation, once authorized, will
be characterized as follows and will be effective on March 31, 2003:
1. Based on the balance sheets of the each company as of January 31, 2003, the
following Stockholders' Equity were determined: Mercantil -
R$746,795,105.19; and Bradesco R$10,913,777,925.36;
2. Considering that after acquiring the control of Mercantil in March 2002,
Bradesco made accounting adjustments to Mercantil to adapt the latter to
its practices, which resulted in a reduction to Mercantil's Stockholders'
Equity, the consolidated financial statements of Mercantil and Bradesco at
December 31, 2001, duly audited and published, will be adopted as a basis
for calculating the ratio for the stock exchange and consequent capital
increase of Bradesco. These criteria are more fair and compatible with the
acquisition cost of the controlling interest in Mercantil;
3. The stocks to be issued by Bradesco and attributed to the minority
stockholders of Mercantil shall have the following rights and advantages:
Common - voting rights; Preferred - no voting rights, priority in Corporate
Capital redemption in the event of the Company's liquidation; dividends
and/or interest on own capital 10% (ten percent) higher than those assigned
to common stocks;
4. Given that the book value of Bradesco and Mercantil stocks were
R$0.00678072 and R$0.16236021, respectively, at December 31, 2001, the
ratio of stock exchange on the incorporation of Mercantil's stocks by
Bradesco will be 23.94439086 stocks issued by Bradesco for each of
Mercantil's stock, being 12.06279162 common and 11.88159924 preferred, in
order to maintain the same proportion between common and preferred stocks
currently existing for Bradesco's Corporate Capital;
5. For the purposes provided in Article 264 of law 6.404/76, it should be
noted that, in the event the stock exchange ratio for Mercantil minority
stockholders had been established based on the Stockholders' Equity valued
at market prices for both companies on January 31, 2003, each stock in
Mercantil would be entitled to 11.337177 stocks of Bradesco;
6. Once the operation has been approved:
a) there will be an increase Bradesco's Company Capital by the amount of
R$158,734,686.51 (one hundred fifty eight million, seven hundred
thirty four thousand, six hundred eighty six reais and fifty one
cents), through the issuance of 20,767,712,349 (twenty billion, seven
hundred sixty seven million, seven hundred twelve thousand, three
hundred forty nine) new nominative book-entry stocks, with no par
value, being 10,462,433,059 (ten billion, four hundred sixty two
million, four hundred and thirty three thousand, and fifty nine)
common and 10,305,279,290 (ten billion, three hundred and five
million, two hundred and seventy nine thousand, two hundred and
ninety) preferred stocks, to be attributed to the minority
stockholders of Mercantil in the proportion established in item 4
above, with the consequent amendment of the main provision of Article
6 of Bradesco's Corporate Bylaws, which will read as follows: "Art. 6)
The Company Capital is R$6,258,734,686.51 (six billion, two hundred
fifty eight million, seven hundred thirty four thousand, six hundred
eight six reais and fifty one cents), consisting of 1,515,448,014,186
(one trillion, five hundred fifteen billion, four hundred forty eight
million, fourteen thousand, one hundred eighty six) nominative
book-entry stock, with no par value, of which 763,457,868,465 (seven
hundred sixty three billion, four hundred fifty seven million, eight
hundred sixty eight thousand, four hundred sixty five) are common
stock and 751,990,145,721 (seven hundred fifty one billion, nine
hundred ninety million, one hundred forty five thousand, seven hundred
twenty one) are preferred stock with no voting rights, but with
priority in the redemption of the Company Capital, in the event of the
Company's liquidation and with all the rights and advantages granted
to common stock, as well as dividends ten percent (10%) higher than
those assigned to common stock";
b) Mercantil shall be transformed into a wholly-owned subsidiary of
Bradesco, with its Bylaws amended and subsequently consolidated
highlighting the following alterations: I. Conversion of preferred
stocks into common stocks; II. Dissolution of the Board of Directors;
III. Alteration in the composition of the Board of Executive Officers,
reducing the minimum and maximum number of Officers;
7. The stock fractions issued by Bradesco, as a result of the capital
increase, which are not attributed to the stockholders of Mercantil, shall
be grouped and sold on the São Paulo Stock Market Exchange (Bovespa) at
market price, and the value earned shall be credited to the Capital Reserve
account in Bradesco, to be used for a future capital increase benefiting
all of the stockholders indiscriminately, given the high operational cost
of such distribution and the immaterial value that these leftovers would
represent for each stockholder;
8. The common and preferred stockholders of Mercantil and the preferred
stockholders of Bradesco, under the terms of Articles 137 and 230 of Law
6.404/76, can exercise their dissent right from the companies, by means of
book value reimbursement of R$116.51772 per lot of one thousand stocks to
the stockholders of Mercantil, and R$7.64334 per lot of one thousand stocks
to the stockholders of Bradesco;
9. The stocks of Bradesco, to be attributed to the stockholders of Mercantil
shall be entitled to the full dividends and/or interest on own capital
declared as from the month in which the Central Bank of Brazil approves the
respective process. They shall also be entitled, in full, to any advantages
attributed to the other stocks as from the month of the aforementioned
approval;
10. The valuations of the Companies' Stockholders' Equity were performed as
follows:
a) the book value, based on the companies' balance sheets as of January
31, 2003, duly audited by KPMG Auditores Independentes;
b) the market value for Bradesco, by Grant Thornton Auditores
Independentes and for Mercantil, by BES Investimento do Brasil S.A. -
Investment Bank;
c) the economic value for Mercantil, by BES Investimento do Brasil S.A. -
Investment Bank;
11. The operation will be submitted for approval of the Central Bank of Brazil.
Osasco, São Paulo, Brazil, March 14, 2003
Board of Directors
Lázaro de Mello Brandão - Chairman
Antônio Bornia - Vice Chairman
Dorival Antônio Bianchi
Mário da Silveira Teixeira Júnior
Márcio Artur Laurelli Cypriano
João Aguiar Alvarez
Denise Aguiar Alvarez Valente
-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.
We hereby declare that this is a true copy of an excerpt of the Minutes of
Extraordinary Meeting # 912, of the Bank's Board of Directors, held on March 14,
2003, entered in a specific book.
Banco Bradesco S.A.
Milton Almicar Silva Vargas Domingos Figueiredo de Abreu
Executive Vice-President Director Managing Director
Proposals of the Board of Directors to be submitted to the Stockholders of Banco
Bradesco S.A. (Bradesco), in the Special Stockholders' Meeting of March 31,
2003.
• To increase the Company Capital, by the amount of R$41,265,313.49 (forty
one million, two hundred sixty five thousand, three hundred thirteen reais
and forty nine cents), raising it to R$6,300,000,000.00 (six billion, three
hundred million reais), by means of capitalization of part of the balance
on the "Revenue Reserve - Statutory Reserve from 1996 to 2000" account,
without issue of stocks, in accordance with the first paragraph of article
169 of Law 6.404/76, with the consequent amendment of the main provision of
Article 6 of the Corporate Bylaws, which will read as follows: "Art. 6) The
Company Capital is R$6,300,000,000.00 (six billion, three hundred million
reais), consisting of 1,515,448,014,186 (one trillion, five hundred fifteen
billion, four hundred forty eight million, fourteen thousand, one hundred
eighty six) nominative book-entry stock, with no par value, of which
763,457,868,465 (seven hundred sixty three billion, four hundred fifty
seven million, eight hundred sixty eight thousand, four hundred sixty five)
are common stock and 751,990,145,721 (seven hundred fifty one billion, nine
hundred ninety million, one hundred forty five thousand, seven hundred
twenty one) are preferred stock with no voting rights, but with priority in
the redemption of the Company Capital, in the event of the Company's
liquidation and with all the rights and advantages granted to common stock,
as well as dividends ten percent (10%) higher than those assigned to common
stock";
Osasco, São Paulo, Brazil, March 14, 2003
Board of Directors
Lázaro de Mello Brandão - Chairman
Antônio Bornia - Vice Chairman
Dorival Antônio Bianchi
Mário da Silveira Teixeira Júnior
Márcio Artur Laurelli Cypriano
João Aguiar Alvarez
Denise Aguiar Alvarez Valente
-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.
We hereby declare that this is a true copy of an excerpt of the Minutes of
Extraordinary Meeting # 912, of the Bank's Board of Directors, held on March 14,
2003, entered in a specific book.
Banco Bradesco S.A.
Milton Almicar Silva Vargas Domingos Figueiredo de Abreu
Executive Vice-President Managing Director
Proposals of the Board of Directors to be submitted to the Stockholders of Banco
Mercantil de São Paulo S.A. (Mercantil), in the Special Stockholders' Meeting of
March 31, 2003, regarding stock incorporation of the Mercantil's Minority
Stockholders by Banco Bradesco S.A. (Bradesco).
With the objective to enable the Mercantil minority stockholders to directly
participate in the Corporate Capital of Bradesco, Mercantil's indirect
controller, and aiming to promote the corporate reorganization, rationalizing
and consequently reducing operational, administrative and legal costs, we
propose the incorporation of the stocks held by the Mercantil minority
stockholders to the Bradesco's Stockholders's Equity, converting Mercantil into
a wholly-owned subsidiary of Bradesco
The operation for the minority stockholders incorporation, once authorized, will
be characterized as follows and will be effective on March 31, 2003:
1. Based on the balance sheets of the each company as of January 31, 2003, the
following Stockholders' Equity were determined: Mercantil -
R$746,795,105.19; and Bradesco R$10,913,777,925.36;
2. Considering that after acquiring the control of Mercantil in March 2002,
Bradesco made accounting adjustments to Mercantil to adapt the latter to
its practices, which resulted in a reduction to Mercantil's Stockholders'
Equity, the consolidated financial statements of Mercantil and Bradesco at
December 31, 2001, duly audited and published, will be adopted as a basis
for calculating the ratio for the stock exchange and consequent capital
increase of Bradesco. These criteria are more fair and compatible with the
acquisition cost of the controlling interest in Mercantil;
3. The stocks to be issued by Bradesco and attributed to the minority
stockholders of Mercantil shall have the following rights and advantages:
Common - voting rights; Preferred - no voting rights, priority in Corporate
Capital redemption in the event of the Company's liquidation; dividends
and/or interest on own capital 10% (ten percent) higher than those assigned
to common stocks;
4. Given that the book value of Bradesco and Mercantil stocks were
R$0.00678072 and R$0.16236021, respectively, at December 31, 2001, the
ratio of stock exchange on the incorporation of Mercantil's stocks by
Bradesco will be 23.94439086 stocks issued by Bradesco for each of
Mercantil's stock, being 12.06279162 common and 11.88159924 preferred, in
order to maintain the same proportion between common and preferred stocks
currently existing for Bradesco's Corporate Capital;
5. For the purposes provided in Article 264 of law 6.404/76, it should be
noted that, in the event the stock exchange ratio for Mercantil minority
stockholders had been established based on the Stockholders' Equity valued
at market prices for both companies on January 31, 2003, each stock in
Mercantil would be entitled to 11.337177 stocks of Bradesco;
6. Once the operation has been approved:
a) there will be an increase Bradesco's Company Capital by the amount of
R$158,734,686.51 (one hundred fifty eight million, seven hundred
thirty four thousand, six hundred eighty six reais and fifty one
cents), through the issuance of 20,767,712,349 (twenty billion, seven
hundred sixty seven million, seven hundred twelve thousand, three
hundred forty nine) new nominative book-entry stocks, with no par
value, being 10,462,433,059 (ten billion, four hundred sixty two
million, four hundred and thirty three thousand, and fifty nine)
common and 10,305,279,290 (ten billion, three hundred and five
million, two hundred and seventy nine thousand, two hundred and
ninety) preferred stocks, to be attributed to the minority
stockholders of Mercantil in the proportion established in item 4
above, with the consequent amendment of the main provision of Article
6 of Bradesco's Corporate Bylaws;
b) Mercantil shall be transformed into a wholly-owned subsidiary of
Bradesco;
7. The stock fractions issued by Bradesco, as a result of the capital
increase, which are not attributed to the stockholders of Mercantil, shall
be grouped and sold on the São Paulo Stock Market Exchange (Bovespa) at
market price, and the value earned shall be credited to the Capital Reserve
account in Bradesco, to be used for a future capital increase benefiting
all of the stockholders indiscriminately, given the high operational cost
of such distribution and the immaterial value that these leftovers would
represent for each stockholder;
8. The common and preferred stockholders of Mercantil, under the terms of
Articles 137 and 230 of Law 6.404/76, can exercise their dissent right from
Mercantil, by means of book value reimbursement of R$116.51772 per lot of
one thousand stocks;
9. The stocks of Bradesco, to be attributed to the stockholders of Mercantil
shall be entitled to the full dividends and/or interest on own capital
declared as from the month in which the Central Bank of Brazil approves the
respective process. They shall also be entitled, in full, to any advantages
attributed to the other stocks as from the month of the aforementioned
approval;
10. The valuations of the Companies' Stockholders' Equity were performed as
follows:
a) the book value, based on the companies' balance sheets as of January 31,
2003, duly audited by KPMG Auditores Independentes;
b) the market value for Bradesco, by Grant Thornton Auditores Independentes
and for Mercantil, by BES Investimento do Brasil S.A. - Investment Bank;
c) the economic value for Mercantil, by BES Investimento do Brasil S.A. -
Investment Bank;
11. The operation will be submitted for approval of the Central Bank of Brazil.
São Paulo, Brazil, March 14, 2003
Board of Directors
Lázaro de Mello Brandão - Chairman
Antônio Bornia - Vice Chairman
Dorival Antônio Bianchi
Mário da Silveira Teixeira Júnior
Márcio Artur Laurelli Cypriano
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We hereby declare that this is a true copy of an excerpt of the Minutes of
Extraordinary Meeting of the Bank's Board of Directors, held on March 14, 2003,
entered in a specific book.
Banco Mercantil de São Paulo S.A.
José Luiz Acar Pedro Ovídio Armelin
President Vice-President Director
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BANCO BRADESCO S.A.
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| By: |
/S/
Luiz Carlos Trabuco Cappi
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Luiz Carlos Trabuco Cappi
Executive Vice-President and Investor Relations Director
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This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates of future economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.